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  Listing Council Decision 2005-7
Identification Number 612
Rule 4310(c)(14): The issuer shall file with NASDAQ three (3) copies of all reports and other documents filed or required to be filed with the Commission. This requirement is considered fulfilled for purposes of this paragraph if the issuer files the report or document with the Commission through the Electronic Data Gathering, Analysis, and Retrieval system. An issuer that is not required to file reports with the Commission shall file with NASDAQ three (3) copies of reports required to be filed with the appropriate regulatory authority. All required reports shall be filed with NASDAQ on or before the date they are required to be filed with the Commission or appropriate regulatory authority. Annual reports filed with NASDAQ shall contain audited financial statements.
Issue: In connection with a periodic review of the company’s filings, the Commission questioned the company’s allocation to goodwill of customer related intangibles that were obtained through the acquisition of other businesses. Thereafter, the company disclosed that its audit committee concluded the previously issued financial statements for fiscal years 2000, 2001, 2002 and 2003 and each of the four quarters of fiscal 2003 and the first three quarters of fiscal 2004 would need to be restated. The Panel delisted the company’s securities based on a filing delinquency.
Determination: The company was properly delisted because at the time of the Panel’s decision the company was not current in all required public filings. As of the date of the Listing Council’s consideration of this matter, the company had still not filed its Form 10-K for the year ended December 26, 2004, Forms 10-Q for the quarters ended March 31 and June 26, 2005 or any prior period restatements. The Listing Council takes seriously the requirement to file accurate and reliable financial statements and the concomitant purpose to provide investors with current information regarding the company. Investors in securities listed on NASDAQ are entitled to assume that issuers of those securities will promptly and accurately comply with their reporting obligations under the Securities Exchange Act of 1934. In this case, however, investors did not have access to accurate financial information regarding the company from December 26, 1999 through the date of the Listing Council’s deliberations. Furthermore, in the absence of accurate and reliable financial statements, Staff was unable to determine if the company was in compliance with all of the National Market continued listing requirements.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 612
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